CarbonCounted Carbon Footprint Solutions. -  Proprietary CarbonConnect
Carbon Supply Chain Inventory Software And Process Disclosure.

Whereas,  CarbonCounted (“CARBON”) intends to discuss with CONSULTING PARTNER (as defined in associated communication) for possible licensing or paid use by CONSULTING PARTNER , a proprietary software system, CarbonConnect, containing methods and tools for managing, tracking and measuring carbon emissions in a supply chain. 

These discussions will be as e-mails, documents, on-line demonstrations, access to CarbonConnect, oral phone conversations and meetings. CONSULTING PARTNER accepts the terms of this agreement in order to evaluate the merits, application and marketability of COUNTED’s CarbonConnect.

Accordingly, CONSULTING PARTNER and COUNTED intend to be legally bound by this covenant and agree as follows:

1. CONFIDENTIAL INFORMATION is defined as the confidential technical information, methods and tools for managing, tracking and measuring carbon emissions in a supply chain in a software system herein after as “CarbonConnect”.

2. It is mutually agreed that CONSULTING PARTNER will not directly or indirectly share, disclose, use or duplicate any CONFIDENTIAL INFORMATION in the scope or spirit of CarbonConnect as disclosed by COUNTED, without COUNTED’S prior written agreement and approval.

3. The obligations of CONSULTING PARTNER regarding CONFIDENTIAL INFORMATION shall not apply to:

a) information which is or becomes publicly known through no fault of CONSULTING PARTNER

b) information already known by CONSULTING PARTNER before receipt hereunder, as shown by its prior written records; but not as a result of any prior disclosure by the Disclosing Party.

c) information independently developed by CONSULTING PARTNER without use of the other party’s information; or

d) information CONSULTING PARTNER is required to disclose by law or governmental order; provided that the disclosing party shall be provided, as much advance written notice of such a disclosure as is practical under the circumstances and be permitted to intervene to maintain its confidentiality.

Information disclosed hereunder shall not be deemed to be within the foregoing exceptions merely because such Information is embraced by more general knowledge in the public domain or in your possession.  In addition, no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving party’s possession, unless the combination itself and its principle of operations are in the public domain or in the receiving party’s possession.

4) Each party warrants that it is empowered to undertake its obligations under this Agreement.

5) It is understood, CONSULTING PARTNER acquires no rights to COUNTED’s CarbonConnect pursuant to this Agreement.

6) The obligations of this Agreement shall be for a period of eight (8) years. This Agreement shall inure to the benefit of and be binding upon the successors and assignees of the parties hereto.

7) Governing Law: This Agreement shall be interpreted and enforced in accordance with the local, domestic laws of the Province of Ontario, Canada, exclusive of the choice of law rules thereof.